SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 24, 2009
DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
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Florida
(State or other jurisdiction)
of incorporation)
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0-5423
(Commission file number)
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59-1277135
(I.R.S. employer
identification no.) |
11770 U.S. Highway One, Suite 101
Palm Beach Gardens, Florida 33408
(Address of principal executive offices) (Zip Code)
(561) 627-7171
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
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| Item 2.02 |
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Results of Operations and Financial Condition. |
On February 24, 2009 Dycom Industries, Inc. (the “Company”) issued a press release reporting its
second quarter of fiscal 2009 results. On February 25, 2009, the Company had a webcast and
conference call to review its fiscal 2009 second quarter results. These results included the effect of a preliminary charge for goodwill impairment. The Company
expects to complete its impairment analysis in the third quarter of fiscal 2009. Additionally, on February 25,
2009, the Company made available a slide presentation to be discussed during the Company’s
aforementioned webcast and conference call. A copy of the press release and slide presentation are
furnished as Exhibits to this report on Form 8-K and is incorporated herein by reference.
The press release and slide presentation include income (loss) from continuing operations excluding
certain items that are set forth in the GAAP reconciliation schedule provided in the release. The
Company believes this non-GAAP financial measure is useful to investors because it allows for a
more direct comparison of the Company’s performance for the quarter and fiscal year with the
Company’s performance in the prior-year periods.
The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or
otherwise subject to the liabilities of that section. It may only be incorporated by reference into
another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing
specifically references this Current Report on Form 8-K.
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| Item 7.01 |
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Regulation FD Disclosure |
On February 24, 2009 Dycom Industries, Inc. (the “Company”) issued a press release reporting its
second quarter of fiscal 2009 results. On February 25, 2009, the Company had a webcast and
conference call to review its fiscal 2009 second quarter results. These results included the effect of a preliminary charge for goodwill impairment. The Company
expects to complete its impairment analysis in the third quarter of fiscal 2009. Additionally, on February 25,
2009, the Company made available a slide presentation to be discussed during the Company’s
aforementioned webcast and conference call. A copy of the press release and slide presentation are
furnished as Exhibits to this report on Form 8-K and is incorporated herein by reference.
The press release and slide presentation include income (loss) from continuing operations excluding
certain items that are set forth in the GAAP reconciliation schedule provided in the release. The
Company believes this non-GAAP financial measure is useful to investors because it allows for a
more direct comparison of the Company’s performance for the quarter and fiscal year with the
Company’s performance in the prior-year periods.
The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or
otherwise subject to the liabilities of that section. It may only be incorporated by reference into
another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing
specifically references this Current Report on Form 8-K.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995
Private Securities Litigation Reform Act. Such statements include, but are not limited to, the
Company’s expectations for revenues, goodwill impairment and earnings per share. These statements
are based on management’s current expectations, estimates and projections. Forward-looking
statements are subject to risks and uncertainties that may cause actual results in the future to
differ materially from the results projected or implied in any forward-looking statements contained
in this press release. Such risks and uncertainties include: business and economic conditions in
the telecommunications industry affecting our customers, the adequacy of our insurance and other
reserves and allowances for doubtful accounts, whether the carrying value of our assets may be
impaired, the impact of any future acquisitions, the anticipated outcome of other contingent
events, including litigation, liquidity needs and the availability of financing, as well as other
risks detailed in the Company’s other filings with the Securities and Exchange Commission. These
filings are available on a web site maintained by the Securities and Exchange Commission at
http://www.sec.gov. The Company does not undertake to update forward looking statements except as
required by law.
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